(iv) Schedules, annexes, exhibits
Obviously, the body of the agreement (i.e. a section of the contract) should contain a reference to each of the schedules, annexes and exhibits, and the contract should not include any schedules, annexes and exhibits without specifically referencing them in the body of the agreement. However, it is unnecessary to use the phrase, `the provisions of the schedule are incorporated by reference`.
The reasons for including a schedule vary, reasons include:
- Complexity. The transaction is complex; structuring into schedules improves the manageability of all the transaction documents.
- Various sub-transactions. The transaction in the main agreement includes various smaller transactions, each of which is of a different nature. For example, a contractual alliance or a joint venture will almost invariably encompass a number of other relationships established in relation to it (see section 2.1).
- Different disciplines involved. The transaction requires the involvement of different disciplines and different types of contributions. For example, it is undesirable to include technical details of a product-to-be-supplied or the description of a work to be serviced in a contract (see section 2.3) or to include product specifications or retail pricing in the body of the contract. Those should be negotiated and agreed between the technical or commercial persons, respectively.
- Separation of facts and obligations. Effective contract drafters place informative aspects, specifications and technical facts in a schedule, this saves the drafter from having to keep track of all changes in technical documents (for which the technical people are responsible).
- Updateable documents attached. Several schedules will be updated from time to time.